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EXHIBIT 4.2
BYLAWS OF
TELCO SYSTEMS, INC.
ARTICLE I
OFFICES
Section 1.01. REGISTERED OFFICE. The registered office of Telco
Systems, Inc. (hereafter called the Corporation) in the State of Delaware shall
be at 100 West Tenth Street, Wilmington, Delaware, and the name of the
registered agent at that address shall be the Corporation Trust Company.
Section 1.02. PRINCIPAL OFFICE. The principal office for the
transaction of the business of the Corporation shall be at 63 Nahatan Street,
Norwood, Massachusetts 02062. The Board of Directors (hereafter called the
"Board") is hereby granted full power and authority to change said principal
office from one location to another.
Section 1.03. OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01. ANNUAL MEETINGS. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings shall be held in
November or December of
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each year or at such other date as the Board shall determine by resolution.
Section 2.02. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes may be called by the Chairman of the Board, the
President, the Board or a committee of the Board which has been duly designated
by the Board and whose powers and authority, as provided in a resolution of the
Board or in these Bylaws, include the power to call such meetings and by a
person or persons owning, directly or indirectly, shares possessing not less
than 20% of the votes eligible to be cast for the election of directors at the
time any such determination is being made. Unless otherwise prescribed by
statute or by the Certificate of Incorporation, special meetings may not be
called by any other person or persons. No business may be transacted at any
special meeting of stockholders other than such business as may be designated in
the notice calling such meeting.
Section 2.03. PLACE OF MEETINGS. All meetings of the stockholders shall
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.
Section 2.04. NOTICE OF MEETINGS. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally,
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or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the Corporation for such purpose or, if he shall not have furnished
to the Secretary his address for such purpose, then at his post office address
last known to the Secretary, or by transmitting a notice thereof to him at such
address by telegraph, cable, or wireless. Except as otherwise expressly required
by law, no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose or purposes for which the meeting is called. Notice of any
meeting of stockholders shall not be required to be given to any stockholder who
shall have waived such notice and such notice shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, except for a
stockholder who shall attend such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken.
Section 2.05. QUORUM. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat,
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present in person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of the stockholders of the Corporation or any
adjournment thereof. In the absence of a quorum at any meeting or any
adjournment thereof, a majority in voting interest of the stockholders present
in person or by proxy and entitled to vote thereat or, in the absence therefrom
of all the stockholders, any officer entitled to preside at, or to act as
secretary of, such meeting may adjourn such meeting from time to time. At any
such adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as originally called.
No business may be transacted at a meeting in the absence of a quorum other than
the adjournment of such meeting, except that if a quorum is present at the
commencement of a meeting, business may be transacted until the meeting is
adjourned even though the withdrawal of stockholders results in less than a
quorum.
Section 2.06. VOTING.
(a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:
(i) on the date fixed pursuant to Section 6.05 of these Bylaws
as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting, or
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(ii) if no such record date shall have been so fixed, then (a)
at the close of business on the day next preceding the day on which
notice of the meeting shall be given or (b) if notice of the meeting
shall be waived, at the close of business on the day next preceding the
day on which the meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or with respect to which two or more
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.
(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by
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his attorney thereunto authorized and delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted or acted upon after three years
from its date unless said proxy shall provide for a longer period. The
attendance at any meeting of a stockholder who may theretofore have given a
proxy shall not have the effect of revoking the same unless he shall in writing
so notify the secretary of the meeting prior to the voting of the proxy. At any
meeting of the stockholders all matters, except as otherwise provided in the
Certificate of Incorporation, in these Bylaws or by law, shall be decided by the
vote of a majority of the shares present in person or by proxy and entitled to
vote thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any questions need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by is proxy, if there be such proxy, and it shall state
the number of shares voted.
Section 2.07. LIST OF STOCKHOLDERS. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be
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held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the duration
thereof, and may be inspected by any stockholder who is present.
Section 2.08. JUDGES. If at any meeting of the stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such questions, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.
ARTICLE III
BOARD OF DIRECTORS
Section 3.0l. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by the Board.
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Section 3.02. NUMBER AND TERM OF OFFICE. The authorized number of
directors shall be such number as shall be determined from time to time by a
resolution adopted by a majority of the Board or by the affirmative vote of the
holders of not less than a majority of the total voting power of all outstanding
shares of voting stock of the Corporation. Each of the directors of the
Corporation shall hold office until his successor shall have been duly elected
and shall qualify or until he shall resign or shall have been removed in the
manner hereafter provided.
Section 3.03. ELECTION OF DIRECTORS. The directors shall be elected by
the stockholders of the Corporation, and at each election the persons receiving
the greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provisions for cumulative voting.
Section 3.04. RESIGNATIONS. Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.05. VACANCIES. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be
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filled by vote of the majority of the remaining directors, although less than a
quorum. Each director so chosen to fill a vacancy shall hold office until is
successor shall have been elected and shall qualify or until he shall resign or
shall have been removed in the manner hereafter provided.
Section 3.06. PLACE OF MEETING, ETC. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special meeting
of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.
Section 3.07. FIRST MEETING. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.
Section 3.08. REGULAR MEETINGS. Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place
where the meeting is to be held, then the meeting shall be held at the same hour
and place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.
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Section 3.09. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman of the Board of Directors or the President and shall be
called by the President or Secretary on the written request of two directors.
Notice of all special meetings of the Board shall be given to each director at
his address as it appears on the records of the Corporation as follows:
(a) by first-class mail, postage prepaid, deposited in the United
States mail in the city where the principal office of the Corporation is
located at least five (5) days before the date of such meeting; or
(b) by telegram, charges prepaid, such notice to be delivered to the
telegraph company in the city of the principal office of the Corporation at
least forty-eight (48) hours before the time of holding such meeting; or
(c) by personal delivery at least twenty-four (24) hours prior to the
time of holding such meeting.
Such notice may be waived by any director and any meeting shall be a legal
meeting without notice having been given if all the directors shall be present
thereat or if those not present shall, either before or after the meeting, sign
a written waiver of notice of, or a consent to, such meeting or shall after the
meeting sign the approval of the minutes thereof. All such waivers consents or
approvals shall be filed with the corporate records or be made a part of the
minutes of the meeting.
Section 3.10. QUORUM AND MANNER OF ACTING. Except as otherwise provided
in the Certificate of Incorporation or these
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Bylaws or by a law, the presence of a majority of the total number of directors
then in office shall be required to constitute a quorum for the transaction of
business at any meeting of the Board. Except as otherwise provided in the
Certificate of Incorporation or these Bylaws or by law, all matters shall be
decided at any such meeting, a quorum being present, by the affirmative votes of
a majority of the directors present. In the absence of a quorum, a majority of
directors present at any meeting may adjourn the same from time to time until a
quorum shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.
Section 3.11. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 3.12. COMPENSATION. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or Committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving
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the Corporation or its subsidiaries in any other capacity and receiving
compensation therefor.
Section 3.13. EXECUTIVE COMMITTEE. There may be an Executive Committee
of three or more directors appointed by the Board, who may meet at stated times,
or on notice to all by any of their own number, during the intervals between the
meetings of the Board; they shall advise and aid the officers of the Corporation
in all matters concerning its interest and the management of its business, and
generally perform such duties and exercise such powers as may be directed or
delegated by the Board from time to time. To the full extent permitted by law,
the Board may delegate to such committee authority to exercise all the powers of
the Board while the Board is not in session. Vacancies in the membership of the
committee shall be filled by the Board at a regular meeting or at a special
meeting for that purpose. The Executive Committee shall keep written minutes of
its meeting and report the same to the Board when required. The provisions of
Sections 3.08, 3.09, 3.10 and 3.11 of these Bylaws shall apply, MUTATIS
MUTANDIS, to any Executive Committee of the Board.
Section 3.14. OTHER COMMITTEES. The Board may, by resolution passed by
a majority of the whole Board, designate one or more other committees, each such
committee to consist of one or more of the directors of the Corporation. To the
full extent permitted by law, any such committee shall have and may exercise
such powers and authority as the Board may designate in such resolution.
Vacancies in the membership of a committee shall be filled by the Board at a
regular meeting or a special meeting for
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that purpose. Any such committee shall keep written minutes of its meeting and
report the same to the Board when required. The provisions of Sections 3.08,
3.09, 3.10 and 3.11 of these Bylaws shall apply, MUTATIS MUTANDIS, to any such
committee of the Board.
ARTICLE IV
OFFICERS
Section 4.0l. NUMBER. The officers of the corporation shall be a
Chairman of the Board, a President, a Secretary and a Chief Financial Officer.
The Board may also elect a Chief Executive Officer, one or more vice presidents,
one or more Assistant Secretaries and Assistant Chief Financial Officers. A
person may hold more than one office providing the duties thereof can be
consistently performed by the same person.
Section 4.02. OTHER OFFICERS. The Board may appoint such other officers
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
Section 4.03. ELECTION. Each of the officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section
4.02 or Section 4.05 of this Article, shall be chosen annually by the Board and
shall hold his office until be shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.
Section 4.04. SALARIES. The salaries of all officers of the Corporation
shall be fixed by the Board.
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Section 4.05. REMOVAL; VACANCIES. Subject to the express provisions of
a contract authorized by the Board, any officer may be removed, either with or
without cause, at any time by the Board or by any officer upon whom such power
of removal may be conferred by the Board. Any vacancy occurring in any office of
the Corporation shall be filled by the Board.
Section 4.06. THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the stockholders and directors and shall have
such other powers and duties as may be prescribed by the Board or by applicable
law. He shall be an ex-officio member of standing committees, if so provided in
the resolutions of the Board appointing the members of such committees.
Section 4.06A. The Chief Executive Officer, if elected by the Board,
shall be the chief executive officer of the Corporation and shall have such
other powers and duties as may be prescribed by the Board.
Section 4.07. THE PRESIDENT. The President shall be the managing
officer of the Corporation. Subject to the control of the Chief Executive
Officer or, if no Chief Executive Officer is elected, the Board, the President
shall have general supervision, control and management of the affairs and
business of the Corporation, and general charge and supervision of all officers,
agents and employees of the Corporation; shall see that all orders and
resolutions of the Board are carried into effect; shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and Board;
and in general shall exercise all
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powers and perform all duties incident to President and managing officer of the
Corporation and such other powers and duties as may from time to time be
assigned to him by the Board or as may be prescribed in these Bylaws.
The President may execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board to some
other officer or agent of the Corporation.
The President shall be an ex-officio member of standing committees, if
so provided in the resolutions of the Board appointing the members of such
committees.
Section 4.08. THE VICE PRESIDENTS. In the absence of the President or
in the event or his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties and have such
other powers as the Board may from time to time prescribe.
Section 4.09. THE SECRETARY AND ASSISTANT SECRETARY. The Secretary
shall attend all meetings of the Board and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
in a book to be kept
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for that purpose and shall perform like duties for the standing and special
committees of the Board when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board,
and shall perform such other duties as may be prescribed by the Board or
President, under whose supervision he shall act. He shall have custody of the
corporate seal of the Corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by is signature or by the signature of such assistant
secretary. The Board may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his signature.
The assistant secretary, or if there be more than one, the assistant
secretaries in the order determined by the Board (or if there be no such
determination, then in the order of their election), shall, in the absence of
the Secretary or in the event of his inability or his refusal to act, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.
Section 4.l0. THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board.
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He shall disburse the funds of the Corporation as may be ordered by the
Board making proper vouchers for such disburse ments, and shall render to the
President and the Board, at its regular meetings, or when the Board so requires,
an account of all his transactions as Chief Financial Officer and of the
financial condition of the Corporation.
If required by the Board, he shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the Board for the faithful performance of the duties
of his office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
Section 4.11. THE ASSISTANT CHIEF FINANCIAL OFFICER. The Assistant
Chief Financial Officer, or if there be more than one, the Assistant Chief
Financial Officers in the order determined by the Board (or if there be no such
determination, then in the order of their election), shall, in the absence of
the Chief Financial Officer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Chief Financial Officer and
shall perform such other duties and have such other powers as the Board may from
time to time prescribe.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 5.01. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for payment of money, notes or other evidence of
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indebtedness payable by the Corporation and all contracts or agreements shall be
signed by such person or persons and in such manner as, from time to time, shall
be determined by resolution of the Board. Each such person or persons shall give
such bond, if any, as the Board may require.
Section 5.02. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Chief Financial Officer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.
Section 5.03. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board. The Board may make such
special rules and regulations with respect to such bank
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accounts, not inconsistent with the provisions of these Bylaws, as it may deem
expedient.
ARTICLE VI
SHARES AND THEIR TRANSFER
Section 6.01. CERTIFICATES FOR STOCK. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman, Vice Chairman or President or a Vice President, and by the Secretary
or an Assistant Secretary or the Chief Financial Officer or an Assistant Chief
Financial Officer. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon, any such certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Corporation with
the same effect as though the person who signed such certificate or whose
facsimile signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the stock
represented by such certificates, the number and class of shares represented by
such certificates, respectively, and the respective dates thereof, and in case
of cancellation the
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respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 6.04.
Section 6.02. TRANSFERS OF STOCK. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.
Section 6.03. REGULATIONS. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or
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more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.
Section 6.04. LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES. In
any case of loss, theft, destruction or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.
Section 6.05. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting nor
more than sixty (60) days prior to any other action. If in any case involving
the determination of stockholders for any purpose other than notice of or voting
at a meeting of stockholders the Board shall not fix such a record date, the
record date for determining stockholders for such purpose shall be the close of
business on the day on which the Board shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting
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of stockholders shall apply to any adjournment of such meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or any predecessor of the Corporation or serves or served any
other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor of the Corporation.
ARTICLE VIII
MISCELLANEOUS
Section 8.0l. SEAL. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.
Section 8.02 WAIVER OF NOTICES. Whenever notice is required to be given
by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.
Section 8.03. FISCAL YEAR. The fiscal year of the Corporation shall
begin the first day of September in each year.
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Section 8.04. AMENDMENTS. Subject to the provisions of the Certificate
of Incorporation, these Bylaws and applicable law, these Bylaws or any of them
may be amended or repealed and new Bylaws may be adopted (a) by the Board, or
(b) by the stockholders entitled to vote, at an annual meeting of stockholders,
without previous notice, or at any special meeting of stockholders, provided
that notice of such proposed amendment, repeal or adoption is given in the
notice of special meeting. Subject to the provisions of the Certificate of
Incorporation, any Bylaws adopted or amended by the stockholders may be amended
or repealed by the Board or the stockholders.
Section 8.05. VOTING STOCK. Any person so authorized by the Board, and
in the absence of such authorization, the Chairman of the Board, the President
or any Vice President, shall have full power and authority on behalf of the
Corporation to attend and to act and vote at any meeting of the stockholders of
any corporation in which the Corporation may hold stock and at any such meeting
shall possess and may exercise any and all rights and powers which are incident
to the ownership of such stock and which as the owner thereof the Corporation
might have possessed and exercised if present. The Board by resolution from time
to time may confer like powers upon any other person or persons.
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